SiNtx Technologies Inc (SINT)

[CL101]

Hello REAL BULLs:

Can the REAL BULLs help to make sure this post will not be flushed & buried to page 10th later...LMAO...BEARS don't want good info. to be read by REAL BULLs!!! THANK YOU!!!

======================WHY THEY NEED $15 MILLIONS CASH?============

WHY Sonny WTF? They are using that $$$ to hire male/female strippers for entertainment, damn! look at the current job openning:

https://www.indeed.com/cmp/Amedica/jobs

JOKES!!! These positions already filled.

It's a type of "CASH FREE (free cash on hand), DEBT FREE, ZERO LIABILITIES" valuation (High #) on AMDA that they are setting up:

https://www.wallstreetoasis.com/forums/cash-free-debt-free-basis

https://www.divestopedia.com/definition/5756/debt-free-cash-free

IF they ask the banks for loan (they have to put the assets on lien again...doesn't make sense; & it's not debt free then! $$$ from the preferred shares is like a pre-payment money to take care all necessary steps for the Merger & AMDA owes them shares. The deal will have special treatments for these preferred shares - Here are some real M&A examples:

As a holder of Company common stock, what will I receive in the merger?

http://www.potteranderson.com/media/publication/151_MAM_20PLM_20First_20Principles_20for_20Addressing_20the_20Competing_20Interests_20of_20Common_20and_20Preferred_20Stockholders.pdf

What will happen to the outstanding convertible preferred stock in the merger?

https://www.sec.gov/Archives/edgar/data/1145460/000119312516718754/d103445ddefm14a.htm

GTCR Valor Merger Sub, Inc. will also acquire all outstanding shares of Vocus’s Series A Convertible Preferred Stock for its stated value of $77.3 million.

https://jmi.com/vocus-signs-definitive-agreement-acquired-gtcr/?pop=y

http://abbott.mediaroom.com/2017-09-18-Abbott-Announces-Extension-of-Cash-Tender-Offer-for-All-Outstanding-Shares-of-Series-B-Convertible-Perpetual-Preferred-Stock-of-Alere-Inc

& now, the details of non-pro calculations here folks:

company B can have contracts with employees (high level executives) which can trigger clauses that these executives are to be paid in the event of the merger/acquisition by another company.

https://www.quora.com/Why-do-companies-raise-capital-for-mergers

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Once the M&A news announced, Sonny will tell AMDA employees (the ones have no access to the the merger info.): "Hey my fellow employees, stick around, when the deal is sucessfully closed, i will give you an apple & a bag of chips to chew on while you sit down on your desk at home looking for a new job."

Sure Sure Sure Sonny (not an apple & a bag of chips dude) - they will leave instantly & who will stick around to keep the operations running until the M&A deal is closed successufully?

At the mention of a merger many employees automatically go on high-alert. 20% percent of employees voluntarily leave the company soon after a merger announcement.

http://www.businessinsider.com/5-ways-to-keep-top-employees-from-quitting-during-a-merger-2015-9

https://www.fastcompany.com/3042513/when-merging-businesses-how-to-keep-your-best-people-from-leaving

Of course they will have some forms of "employee benefits" package in the case of "good cause" leaving due to the company is sold. They want these employee to stick around until the deal is done! $$$$$$$$$$ right?

Make things simple for myself:

$50K per year X 30 employees (excluding top executives) = $1.5 mils expense on annual salary.

Expenses on Employee Benefits Package (usually 2 folds their annual salary) to settle these employees to make sure they are not quitting instantly & f-up the operations during the deal is being closed. That expenses could be $3 mils to $4 mils.

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Does the company have sufficient financial resources to both continue operating in the ordinary course and cover its transaction expenses between the time of diligence and the anticipated closing date of the acquisition?

Reserve Fund to run operations during the deal is being closed - Using cash burn per month in Oct, Nov, December 2017 = $150K X 6 months buffers $$$ until the deal is successfully closed = roughly another $1 mil or less.

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What is the condition of assets and liens thereon?

https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#1571b9234bfc

3 parties that bite on the assets/IPs = Magna, Anson, & Sonny LLC So they stated clearly in the S-1 that the proceeds will use to pay them off!!! FREE THE ASSETS & IP.

On the S-1, $2.5 mils for all 3 note holders + Sonny LLC $2.7 mils (including interests) = $5.2 mils to completely wipe off all debts (remove all lien on AMDA ASSETS/IP)

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What about lease breaking $$$ have pay to the landlord? another expense right? Their lease ends in 2019 or 2020? another $700K?

& next would be the Net Difference of Total current liabilities vs. Total Assets (excluding Goodwill & Intangible assets) on the balance sheet = rougly -3.4 mils - So they need around $3.4 mils cash to completely wipe off all liabilites on the balance sheet.

https://www.sec.gov/Archives/edgar/data/1269026/000149315218004186/form10-k.htm#a_010 (Page F-4)

(14,461 - 6,163 - 2,651) - 9,199 = est. -$3.4 mils

Let's add them all together:

1. Employee Benefits Package Expense = $3.5 mils

2. 6-months Reserve Fund (on the safe side, some merger takes real long too) to run operations until the deal is sucessfully closed = $1 mils

3. Completely payoff all debts = $5.2 mils

4. Lease Breaking Expense = $700K (estimate)

5. Completely wipe off all liabilities on the balance sheet = $3.4 mils

6. Misc Expense = $500K

7. $$$ for party (male/female strippers + rum & beer - NO water allowed!!!) = ???

Estimated TOTAL: $14.3 mils!!!!!!!!!!!!!!!!!!!!!!!!

Their cash & cash equivalent on hand before this offering should be $2 mils + Net proceeds from the offering around $14.5 mils

So it will be >>> $16.5 mils - $14.3 mils = $2 mils cash with Zero debt & ZERO liabilities to merge with Zimmer!!!!!!!!!!!!

It's a DEBT FREE, Liabilities FREE (This is very important for acquirer) type of merger they are setting up (possibly for some serious, high valuation merger in the making!)

* Obviously, dressing AMDA to be as pretty as possible!

* Simplify things up for Zimmer - Acquirer love assets, but HATE liabilieties!

* Can help to boost the fair valuation higher?

* Absolutely help to make Zimmer looks good too (from their analysts perspective)

etc...

What the F do I really know? (possibly "nada" - but the M&A experts that are working on this deal sure know what they are doing!!!)

On the side note:

Only little debt right? Why can't Zimmer just pick that little piece of debt too?

Often times there are change of control provisions in the debt docs so you can't just roll it over in an acquisition.

https://www.wallstreetoasis.com/forums/how-to-treat-targets-debt-in-an-acquisition

THE NOT "CASH FREE & DEBT FREE" VALUATION APPROACH, the acquirer will absorb all debts, liabilities, including "Employee Benefits Matters" expense (read the terms)...:

https://www.sec.gov/Archives/edgar/data/1145460/000119312516718754/d103445ddefm14a.htm#toc103445_27 (Page 77 for the details of "Employee Benefits Matters")

THE OFFERING OF PREFERRED SHARES HOLD 3 MAIN PURPOSES:

1. $$$ to prepare AMDA as a "CASH FREE, DEBT FREE, ZERO Liabilities" target company for the acquirer (ZIMMER!!!)

2. 100% guarantee "YES" vote on the M&A later

3. to fend off the aggressor bidders (unfriendly ones) - Back off b*tch! You won't have it your way even though you own 100% common shares out there!

Do we know who bought these preffered shares? OBVIOUSLY IT'S THE FRIENDLY GROUPS...OR ELSE HOW COULD THIS BE AN "ANTI-TAKE OVER MECHANISM"? HELLO!!! Like always, the BEARs will use it as the "scare" tactic to fool the inexperienced, gullible ones that they will short this down & cover w/ these preferred shares later.

Also, does it make sense to give these preferred shares to the "ENEMY" GROUPS? SO THEY CAN USE IT TO FURTHER ATTACK AMDA & VOTE AGAINST THE M&A or even worse to steal the technology for pennies!!! DOESN'T MAKE SENSE RIGHT? IT MUST BE IN THE HANDS OF "FRIENDLY" GROUPS. LOGICAL FOLKS!!!

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These preferred shares can be assigned super voting power!!!

A voting plan or voting rights plan is one of five main types of poison pills that a target firm can issue against hostile takeover attempts. These plans are implemented when a company charters preferred stock with superior voting rights to common shareholders. If an unfriendly bidder acquired a substantial quantity of the target firm's voting common stock, it would not be able to exercise control over its purchase. For example, ASARCO established a voting plan in which 99% of the company's common stock would only harness 16.5% of the total voting power.[1]

https://en.wikipedia.org/wiki/Voting_plan

=====================WHY THEY GOT FULL "CSC" DEVICES CLEARANCE IN AUSTRALIA FIRST?======================

Australia population & Spinal Surgery Devices Market Share/Growth is way lower than these countries:

Population:

1. China
2. India
3. Korea
4. Canada
5. Australia

Market Share/Growth:

1. China
2. Canada
3. India
4. Korea
5. Australia

https://www.mordorintelligence.com/industry-reports/australia-spinal-surgery-devices-market

https://www.mordorintelligence.com/industry-reports/south-korea-spinal-surgery-devices-market

https://www.mordorintelligence.com/industry-reports/india-spinal-surgery-devices-market

https://www.mordorintelligence.com/industry-reports/japan-spinal-surgery-devices-market

https://www.mordorintelligence.com/industry-reports/china-spinal-surgery-devices-market

why, why & why they wanted Australia Clearance before these countries?

There is only 1 reason based on these information below:

GHTF & Members of IMDRF (International Medical Device Regulators Forum):

http://www.hsa.gov.sg/content/dam/HSA/HPRG/Medical_Devices/Updates_and_Safety_reporting/Regulatory_Updates/Medical%20Device%20Regulatory%20Framework%20_SDA%20Dialogue%20Session.pdf (Page 5)

Australia is one of the 5 members of IMDRF & their approval process is most similar to Japan.

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GHTF (Global Harmonization Task Force) Guidance & Japanese Regulation (Relaionship):

http://www.mhlw.go.jp/file/04-Houdouhappyou-11123000-Iyakushokuhinkyoku-Shinsakanrika/regulation_medicaldevices.pdf (Page 5)

Strategic move by Sonny & his team. Australia Clearance is used to play a "supporting" role to convince Japan PMDA!!!

& Boston found the gem in the 10K - Australia Clearance was for Full "CSC" devices (Can someone or Boston with more knowledge on this subject explain the details of Full CSC? to me FULL "CSC" devices = R.I.P. PEEK Boys)

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In addition, there is something called "MDSAP" - Members include Australia, Brazil, Canada, Japan, & the US:

https://blogs.fda.gov/fdavoice/index.php/2015/01/australia-brazil-canada-japan-and-the-us-safeguarding-medical-devices/

You see Australia & Japan are the members in this program also. Hence, it's a very high chance that Japan Clearance will be straight up Full "CSC" devices as well - Cleared in EU & Australia = 2 members (from 5) play "supporting" roles to convince Japan PMDA. We are at the 10th month pending clearance in Japan - Normal clearance time frame is 10 to 11 months for Class III. I provided example on previous post already.

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You don't have to audit the books (esp. the Quarter Financial Reports) to sign deals & to do a joint venture ... it's simply M&A (more like Merger instead of Acquisition transaction like LDRH). Can't wait to see how many % AMDA will hold...5% (AMDA) vs 95% (Zimmer) or 10% vs 90%...can't wait, can't wait to read the details. Remember? Zimmer already REGISTERED their shares with SEC back in March!!! Boston already posted that SEC filing by Zimmer on here.

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ALL THE PRS & NEWS INCLUDING THE RESULT OF STUDIES, THE PR ON Intellectual Properties THEY recently OBTAINED, ETC. JUST FOR 1 PURPOSE:

FOR ZIMMER'S ANALYSTS TO EVALUATE THE DEALS!!! THEY NEED UP-TO-DATE INFO!!!! SIMPLE AS THAT! PUT YOURSELF IN THESE ANALYSTS' SHOES...WHAT IS THE FIRST THING YOU WOULD DO WHEN THE M&A NEWS HITS THE STREET? Who is Amedica again? What is Si3N4 technology? Where to find all these details up-to-date info. to do their researchs to see if Zimmer is really buying something meaningful.

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Like always, 99% M&A ... I am waiting for that 1% (the announcement)!